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The episode begins with a group of criminals dressed as birds that have hijacked an airship and plan to use it to terrorize a city. One of the bird men are fighting Wildvine. Wildvine knocks him down a level, where Gwen ties him up. Another one sets a bomb in the engine room, but Max stops him. Wildvine takes out the leader and throws the bomb away. Wildvine asks Max they're going to do next and Max says that summer is over, much to his dismay.

In the Rust Bucket, Ben does not want to go to school and they arrive into Bellwood, Ben's town. Ben wants to quit school and join the police, but Max tells him to keep the Omnitrix a secret from everyone. Ben says that the only good thing about school is that Gwen isn't there. Max drops Ben off at his house, but he leaves quickly when Ben's mother, Sandra, and father, Carl, arrive. Ben and Gwen say goodbye and the Rust Bucket drives away (with Max and Gwen). Ben's parents notice the Omnitrix, but Ben lies about what it is. Sandra takes Ben to his room and instructs him to clean it. Ben transforms XLR8 and does this and several other chores. At dinner, Ben asks for a raise in his allowance, but Carl says that he also has to pick up after his dog. At school, Carl asks Ben if he wants to go to work with him, but Ben says no. In school, Ben overhears kids talking about his aliens. Ben observes as Cash and J.T. are bullying a kid and tries to stop them, but he gets a milkshake thrown at him. The bell rings and the bullies leave. In gym, everyone is selected for dodgeball except for Ben. The wall blows up and Vilgax's drones enter and locate the Omnitrix.

As the drones attack the kids, Ben secretly runs off and transforms into Diamondhead. Diamondhead comes out and Cash and J.T. state that they recognize him from the Little League World Series. Diamondhead fights the drones and he tells the students to leave and continues to battle the drones. On their way out, Cash and J.T. notice that Ben is missing. and drones chase Diamondhead through the school. He destroys several of the drones, but more of them arrive. Max comes and blows one up and he says that he picked up a drone signal. Diamondhead reverts back into Ben and the police arrive into the school and Max tells them that Ben told him it was 'Bring Your Grandfather to School Day'. Ben tries to tell JT and Cash that he was Diamondhead, but Max stops him. Afterwards in the Rust Bucket, Ben says that Max might get along with Carl if Max had told Carl the truth, but Max drops Ben off at home and gives him his box of souvenirs. Ben sees that someone is home. He invites Max in, but Max declines and drives off. Inside, Ben discover that his house has been destroyed and Vilgax holding Carl hostage.

Vilgax demands the Omnitrix. Ben moves to give it to him, but he transforms into Cannonbolt. Cannonbolt rescues Carl and says never to trust Vilgax. Carl is confused and Cannonbolt grabs him and rolls away, but Vilgax chases after them. Vilgax says that he sent the drones out as decoys and that he plans to destroy Bellwood. Drones arrive and attack Cannonbolt. He rolls away and the drone chase him. The house collapses on Vilgax. Carl blames Max, but Cannonbolt defends him. Carl says that Max never felt proud of him. Drones attack downtown Bellwood as Ben and Carl arrive. Max and Gwen are there too. Max gives Carl and Ben guns. They shoot down drones. Carl enjoys it but tells Max that nothing has changed. The police arrive and drones blow them up. Vilgax comes and Gwen casts a spell, collapsing the building he is on. Behind a vehicle, Cash and J.T. observe the battle. Max gives Ben permission to transform and he transforms into XLR8. Cash and J.T. are shocked towards their discovery of the fact that Ben can transform into aliens and XLR8 says that he's every alien hero. Max tells Carl to use a nearby float to run into drones. XLR8 and Gwen destroy drones as well. When all of the drones are gone, Vilgax attacks XLR8 and XLR8 fights him, but he is easily defeated. Carl receives an idea of how to defeat Vilgax and the Tennysons run off. XLR8 taunts Vilgax and Vilgax chases him underground. He emerges in the town's pipes. XLR8 drops from the ceiling. Carl opens a gas valve and ignites it and XLR8 takes Carl and runs. Vilgax and the underground blow up, and there are explosions all over town. On the surface, XLR8 sees Cash and J.T. and he hangs them from a tree, revealing that it was him all along and later on, Carl and Max reconcile. At school, the kids finally respect Ben. He sits down and learns that Gwen now attends his school. Just when everything is quiet, Dr. Animo attacks the school shows up with a mob of mutated animals and Ben is seen activating the Omnitrix as the episode ends.